all disasters have an upside
by populardarling
Summary: "I'm not much for magic, but that moment was magical. I've always wanted something like that, you know? Someone to look at me and just light up."-1960s Lieutenant Duckling. Based off the song "Pretty Funny" from Dogfight.


**So it's been awhile since I've written any fanfiction. This little fic is based off the song "Pretty Funny" from the amazing musical _Dogfight._**

 **It's "modern" Lieutenant Duckling set in the 1960s.**

 **I hope you enjoy and that I did this wonderful pairing justice. Let me know what you think!**

* * *

Her feet dragged along the pavement, bruised and cut up from the walk home from the bar, but there was no point putting her shoes back on. They were ugly and out of style and too plain. Just like her. Emma wiped her runny nose across her sleeve, determined not to start crying until she reached her apartment, but the smell of his cologne still lingered, images of his stupid smile and slicked back hair still clear in her mind, and fresh tears pricked at the corners of her eyes again, begging to release the dam. It was stupid, really. She should have known better than to believe it.

The street lamp in front of Granny's Diner flickered across the street as she past it and she stopped, squinting at the red _Open_ sign in the window. It was a trick of her mind, she couldn't see that far without her glasses, but the corner table where he sat hours ago, waiting for her to take his order, was in clear view. Her stomach churned, knowing he'd purposely picked her out for his cruel and stupid bet. She stuck out to him, he said she had a pretty smile. Customers never flirted with her, never. She thought he was sweet, this young guy ready to ship out. She thought going would be a good thing, get out and maybe even have a little bit of fun.

Emma scoffed, looking down at her frilly dress.

Stupid, pathetic.

Tears slid down her cheeks and her bottom lip began to tremble as she tried to stop the dam, but her throat was closing up, choking on all the anger and disappointment she'd been holding since leaving him, bloodied nose and split lip. She wiped at her nose again, hoping her snot would ruin the hideous dress. It was dumb. He was dumb. Why did she go?

One last glance at Granny's and she started walking again, telling herself to hold it together until she reached her apartment, praying Mary Margaret and Ruby were asleep and not waiting up to hear how her date went.

A date _._

What a load of crap.

She only made it a couple feet before her legs wobbled under the stress of a long shift and a night full of dancing and walking. The bright yellow dress looked just as out of place against the dingy cement curb as it did in the bar, but she was beginning to see that everything about her was out of place. Emma absently picked at a pebble, thinking about anything but tonight, but her memory betrayed her and and she started to cry—big, ugly tears. How else could her night get any worse?

"Emma?" Her head snapped up at the call of her name. Squinting, she saw Killian standing in front of the diner, his black leather coat slung over his shoulder. She furiously wiped at her eyes and stood up, plastering on a smile. "Emma?" he said again, stepping closer.

"Killian," she greeted, wincing at how hoarse her voice sounded. "Uh, what are—what are you still doing here?"

"I could ask the same about you," he laughed, checking the street before running across it to meet her. Emma shook her head, backing away. Of all the people to see her like this, Killian was one of the worst. Next to Mary Margaret, he always got fearsomely protective over her wellbeing and seeing her like this would be the cherry on top to this terrible night. The back of her heels hit the curb and she fell back to the ground, palms scraping hard against the pavement. Killian helped her up, a smile still there, but then he took note of her appearance—her puffy, teary eyes, the small indents on her bottom lip from biting so hard, her mussed up hair and shoeless feet—and frowned.

"What happened? Why are you crying?" She wiped at her eyes again and shook her head, not wanting to get into this with him. He'd never understand. "No, what happened?" he insisted, pulling her back.

His blue eyes were clearer than she'd ever seen them, filled with concern she didn't understand the origins to. Why did he care? Why did he always care? She contemplated lying to him, telling him her date ended early, that she was hungry and wanted a piece of leftover pie from Granny's. But his concern squeezed at her heart, still unused to having people care about her, and she opened her mouth to tell him everything—tell him about the date with Neal and how it was all part of some stupid bet, that her hand still hurt from punching him in the face, but all of that wasn't as painful as how stupid she felt. She was going to tell Killian everything, right there on the sidewalk because her thoughts were suffocating her and she should tell someone, right, but the dam broke and she started crying again—harder this time.

Her tears took him by surprise and he hesitantly wrapped his arms around her, quietly asking if she wanted to come back to his place to calm down and freshen up. "It's only around the block," he told her when she peered up at him incredulously. "Figured it'd be easier confronting the roommates if you had a chance to calm down first." The thought of Mary Margaret and Ruby seeing her like this, the looks of horror and pity painted on their faces, made her decision easy. She nodded and wiped at her eyes and nose again, determined that was the last time she was going to cry over this. It was over. No point fretting over it anymore.

Killian took a step back, his face scrunched up in debate about something. "You must be cold," he said at last, and before she could object, he pulled his leather coat over her shoulders and gave her arms a little rub, smiling slightly. "There. Much better."

Emma pulled her arms through the sleeves, grateful for the heavy material, and cleared her throat. "Thanks."

"It's no problem. Come on," he motioned. "My place is this way." She followed, arms wrapped around her torso to protect herself from the wind, and if she was being honest, to hold herself together. They kept a good distance between them, Killian only touching her to point out a direction, and Emma was thankful for that.

The town was quiet for a Thursday night, not a lot of cars in the street or pedestrians making their ways home from late night activities. The pavement was damp and cold under her feet, the nightly dew setting in, and Emma wondered how late it really was—it couldn't be that late, she thought, remembering Neal picking her up at 9 o'clock sharp. Was he still at the bar, but shook the thought away. What did she care?

"I'm right up here," Killian coughed, pointing at a dark alleyway. The alley was cluttered with beat up trashcans and a dumpster, the smell of garbage lingering in the air; a clothes line hung above them, with few shirts and pants blowing slightly in the breeze. A street lamp lighted her way up an old, wooden staircase, the steps groaning under her weight, and he scratched at the back of his neck, unlocking the door at the top. "After you."

His apartment wasn't big, just perfect for a person living alone, Emma assessed, looking around the dark, square room. Killian turned on a lamp, apologizing for the mess, and excused himself for a minute. She glanced around the bare room. No pictures hung on the walls like they did in her apartment and what pieces of furniture lined the room seemed to be picked from the trash, annoying plastic covers missing. She hesitantly sat down on the ratty green and red couch, wincing at its soft creak. Beer bottles lined the coffee table in front of her and she picked one up, curious to see what he drank in his free time. The title didn't sound familiar and her nose wrinkled in distaste at the stench of stale beer the bottles left off. A rum bottle sat on the floor, hidden from plain sight, and Emma picked it up, shaking the bottle around. It was halfway empty from the sounds of it. Interesting, she thought, setting the bottle down. She never thought of Killian as a heavy drinker. That seemed like something she would know by now.

Emma was so wrapped up in her thoughts that she jumped up when he cleared his throat from across the room, a towel in his hand.

"To clean up," he said when she glanced down at his offer. She graciously took it and followed his directions to the closet-sized bathroom, wiping the pink lipstick Ruby let her borrow once the door was closed. The mirror over the sink was old and cracked in the corners, the light not very good, but she could still see how pitiful she looked with her hair flipped out and all ratted up, a light pink bow pinning all of Mary Margaret's hard work up, her makeup smudged around her eyes, nose a pinkish-red. All the layers of makeup couldn't hide her round, pale face; it couldn't hide how plain she was compared to her friends. No wonder Neal picked her over Ruby or Lily. There was something that stood out about them, something special. Her? Well, not even her own parents saw anything special about her, dropping her off at a neighbor's and never returning. She was a perfect pick for the dogfight—plain, hopeless, and naive enough to buy into his crap.

Emma yanked off the bow, shaking her hair out in hopes of losing its volume, and splashed cold water on her face, scrubbing until her skin was raw. Her eyes were still rimmed with black eyeliner, but everything else was gone, her face back to its plain, old self.

"Emma?" Killian knocked, startling her. "Are you all right in there?"

Was she? "Yeah, I'm just—just having a hard time getting Ruby's silly makeup off." Words meant to be joking ended flat when her throat tightened up again, tears threatening to pool over. She bit down on her lip and squeezed her eyes shut until the tension eased. There was going to be no more crying over this. Not over a stupid boy.

"I have a pot brewing, so when you're ready—"

"Another minute."

Looking at her reflection, she took in a couple calming breaths, straightening her hair as best she could, offering the mirror a shaky smile. She had to practice looking calm before going home, make sure her roommates wouldn't suspect a thing if they were still up. The practice didn't help, but at least she didn't look like a raccoon anymore.

Shaky hand on the doorknob, Emma breathed in again and opened the door, walking straight into the kitchen. Killian was pouring hot water into a blue cracked mug, his focus on the task at hand. She stood there, unsure whether she should sit down and wait for the tea or offer any assistance. Would it seem rude to sit? Her hands played with the skirt of her dress, pulling and twisting at the stiff material. He looked up at the fabric's sound and nodded at the small table and chairs in the corner. She took a seat, folding her hands on the table, and waited.

"It's still pretty hot," Killian warned, setting the tea in front of her. She graciously accepted and blew on it. "No honey, so I hope that's fine."

"It's fine," she told him, content to just have the mug warm her hands. "Really."

He nodded, his body rigid in his chair. It was obvious he was bursting to ask her questions, but he refrained, waiting until she settled down with her tea.

"So," Killian began when the small cuckoo clock above them went off. "Can I ask what happened?"

Emma looked down at her mug, tracing the tip with her index finger, and considered her words carefully. "I went out on a date."

He knew there was more to it than that. "I take it the date didn't end well."

"Well," Now came the horrible part of it all. "It wasn't actually a date. I thought it was a date." Killian tensed and asked if the guy touched her without permission. "No! No," Emma rushed to explain. "It was nothing like that, I swear."

"Then what?"

"It was a bet," she murmured, unable to look him in the eye. "A dogfight."

"What does that mean? He brought you to one?"

"No." Tears pricked at corners of her eyes and she brushed them away immediately. "It's what they call it, his buddies and him. It's a bet—a bet on who can bring the ugliest girl to the bar." It sounded worse when she said it out loud. "Neal—that's the guy who brought me—he was at the diner tonight and—and—" God she was so stupid, believing his crap.

Killian covered her hand with his and she chanced a look, expecting to see pity, or worse, confusion on why she was so upset about this— _Shouldn_ _'_ _t you be happy a guy asked you out? Did he win?_ _—_ but his eyes were sad, his lips tight with an emotion Emma couldn't explain.

"It's stupid," she said, brushing his hand away. "I've never been so upset about a guy before. I know," she laughed when he leaned back in his chair, still looking at her peculiarly. "There are worse things that can happen, right? I mean, he could've really done a doozy on me, but he didn't! I should've just stayed home, gone to bed early so I could…I don't know. Get up early? It was stupid."

"You punch him?"

"What?"

"Did you punch him?" He nodded at her bruised hand and asked if he could get a better look at it. She hesitated, unsure why there was a need to inspect it, but she slid her hand to him, holding her breath when his calloused fingers lightly traced her knuckles, glancing up when she hissed at a sensitive joint. "I hope you broke his nose," Killian muttered, dropping her hand and getting up for ice.

"Not sure. Do noses bleed when they break?" He chuckled and dumped a tray of ice on a dish towel, twirling it up and handing it to her.

"It really was nothing," Emma told him. "I'm just being…The night took me by surprise. That's all."

Killian didn't act like he believed her. He opened the fridge and pulled out a beer, cracking it open and taking a long sip. From a distance, all she could see was the outline of his body, all the details of his face blurry, but she could tell he was upset.

"You don't cry," he said at last, like it was common knowledge.

Emma scoffed. "Everyone cries, Killian. It's human." She thought of all the lonely nights crying over how her parents didn't want her, didn't love her. The gaping hole they left in her heart, breaking her trust with everyone who wanted to help, who wanted to care. Everyone cried.

"Yeah, I know that," he said, leaning against the counter, facing away from her. "But you don't cry unless it's big. The last time you cried was at David's funeral. You don't cry over just anything."

"That's hardly a fair comparison. David was practically family; he took care of me. Of course I would cry over his death."

"Maybe it is," Killian gave her. "But you're not like a lot of people. It takes a lot to make you cry and this asshole made you cry."

So maybe he did, she thought, pressing the ice against her skin. Maybe Neal did make her cry and feel more pathetic than usual, but by tomorrow morning everything will be fine. Not forgotten—no, the ache in her chest couldn't easily be forgotten—but she'd survive like she always did. It was the only thought that kept her from crumbling to pieces.

They sat in the kitchen for what felt like forever. Emma quietly sipped her tea, her runny nose finally clogging up and her tired eyes growing alert again, wondering if Killian was ever going to sit back down. He finished his beer and pulled another one out of the fridge, staying clear away from her, and she sighed, not sure why the sudden shift bothered her. The silence was almost deafening and started to suffocate her after awhile. Why wasn't he saying anything?

Finally it became too much and she cleared her throat, glad to see it draw his attention to her. She sadly smiled at him and leaned against the table in thought. "Aren't you curious why I went?" Killian shifted in his place and looked down at his feet, muttering how the thought crossed his mind. "Do you remember the story on how David and Mary Margaret met?"

"How could anyone forget?" he deadpanned, but the admiration was there in his deep voice. "It was almost like a fairytale: Poor boy meets rich girl on the train, both running away from something and falling madly in love right on the spot."

"Like a fairytale," she agreed, biting her lip. "And I was there. I got to see their eyes light up when he handed her her fallen wallet. I got to hear the awkward introductions because neither knew the right thing to say, and well, I'm not much for magic, but that moment was magical. I've always wanted something like that, you know? Someone to look at me and just light up."

"And this Neal fellow lit up when he saw you?" Killian asked, his voice wavering.

Emma thought back to how nice his smile was and how he joked around with her, begging her to come with him to his dance. There was no magical light, but there was something else about him that she liked, that made her say yes.

"He noticed me," she confessed at last, avoiding his sudden stare and concentrating hard on the diluted color of the tea. "And that made me feel—well, special, I guess."

It was soft. So soft she wasn't sure she heard correctly, but he murmured, "I notice you," and looked away again.

Emma tilted her head and frowned. That wasn't what she meant. She wasn't talking about someone simply talking to her because they work in the same diner, or offered her a free meal when she forgot change. No, this was the real thing. Someone who looked at her and saw beyond the broken glasses and snorty laugh; someone who didn't see care she was broken and cried late at night when no one was listening. Maybe Neal saw all of that and that's why he chose her for his bet, but he noticed her nonetheless and that was more than anyone'd given her.

The clock tolled the hour, reminding them both that their morning shift was only a few hours away.

"I best be leaving." She made to get up and collect her things, but Killian started and told her to sit down.

"It's too late to be walking alone. Please, stay here." She chewed on her bottom lip, looking down at her cut-up feet. The invitation was tempting—her feet and legs sore, her body drained from adrenaline—but Mary Margaret's and Ruby's faces popped up in her mind, asking where she was all night. Did she go home with Neal? Did she sleep with him? Spending the night at Killian's apartment only meant assumptions that the date went well and detailed demands on what they did on the date to follow. Her throat tightened at the thought of having to face her roommates and lie about how the date was all right instead of horrendous.

She couldn't.

"I have to get back home. Mary Margaret and Ruby will worry if they don't find me in the morning. I can't do that to them."

"Then let me walk you back to your place," he concedes, already pulling on his coat. "What type of gentleman would I be to let you walk home by yourself?" It was obvious he wasn't going to back down. So she took in a deep breath, picked up her purse and motioned for him to lead the way.

"Hold on," he muttered, stepping closer to her. She naturally took a step back in surprise, her mouth falling open in a small "o" and let him take the purse from her. He dug around before pulling out her taped and scratched up glasses, pushing them on and smiling. "There," he breathed, stepping back slightly. "There's the beautiful swan I know and love so well." Her cheeks flamed instantly, his rugged appearance clearer than ever now.

"We should get going," she fumbled, tongue-tied.

"Of course."

"And thank you. For letting me clean up here." She glanced down at her soiled dress and nervously laughed. "I look a whole lot better than I did coming in."

"That you do, Swan," he agreed, opening the door for her. "You look like yourself again. Come, let's get you home." And maybe it was because her mind was becoming sluggishly slow from exhaustion and his warm hand on her lower back felt welcoming, but she didn't feel so pathetic or funny looking right now. She felt lightheaded and content and safe when his arm pressed softly against hers, and maybe—maybe she felt a little pretty, too.


End file.
